1
THE CALDOR CORPORATION
00 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
March 12, 1997
TO THE BANKS PARTY TO THE AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY
AGREEMENT DATED AS OF OCTOBER 17, 1995, AS AMENDED, AMONG THE CALDOR
CORPORATION, THE GUARANTORS NAMED THEREIN, THE BANKS PARTY THERETO AND CHEMICAL
BANK, AS AGENT
Revised Four Store Amendment Letter Agreement
Gentlemen:
This has reference to the Amended and Restated Revolving Credit and
Guaranty Agreement dated as of October 17, 1995 (as heretofore amended, the
"Credit Agreement") among The Caldor Corporation, as Borrower, the Guarantors
named therein, the Banks party thereto and Chemical Bank, as Agent. All terms
used herein that are defined in the Credit Agreement shall have the same
meanings herein.
The Borrower (i) has determined to close the four retail stores listed
on Annex A hereto and to conduct going out of business sales at such stores (the
"GOB Sales") and (ii) at the request of the Required Banks, has agreed that 100%
of the net proceeds of the GOB Sales shall be applied to a prepayment of the
Tranche B Loans (and to the permanent reduction of the Total Tranche B
Commitment in an amount that is equal to the amount of such prepayment of the
Tranche B Loans). Accordingly, the Borrower, the Guarantors, the Agent and the
Banks hereby agree as follows:
1. The definition of the term "Tranche B Commitment" set forth in
Section 1.01 of the Credit Agreement is hereby amended by inserting the
words "Section 2.01(b)," immediately before the words "Section 2.10"
appearing therein.
2. Section 2.01(b) of the Credit Agreement is hereby amended by
adding the following sentence at the end thereof:
"Notwithstanding anything to the contrary set forth in this
Section or on Annex A hereto, the Total Tranche B Commitment shall
be permanently reduced by an amount that is equal to the proceeds
of the store closing sales referred to in Section 6.12(iv) that
are applied to the prepayment of the Tranche B Loans pursuant to
such Section, such
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reduction to take effect automatically upon the making of such
prepayment."
3. Section 2.13(b) of the Credit Agreement is hereby amended by
inserting the words "and Section 6.12(iv)" immediately after the words
"Section 6.12(iii)" appearing in subclause (y)(i) of the parenthetical
clause at the end of such Section.
4. Section 6.11(vii) of the Credit Agreement is hereby amended by
inserting the words "and Section 6.12(iv)" immediately after the words
"Section 6.12(iii)" appearing therein.
5. Section 6.12 of the Credit Agreement is hereby amended by (x)
deleting the word "and" immediately preceding clause (iii) thereof and
inserting in lieu thereof a comma and (y) inserting the following new
clause (iv) at the end thereof:
"and (iv) in addition to the sales permitted by clauses (i), (ii)
and (iii) above, sales of Inventory in store closing sales at the
four (4) retail locations set forth on Schedule 6.12-I, PROVIDED,
that (x) the Liens on such Inventory granted to the Agent on
behalf of the Banks shall attach to the proceeds of such sales,
(y) 100% of the net proceeds of such sales (the "Section 6.12(iv)
Proceeds") shall be applied (in the manner described in this
clause (iv)(y)) to a prepayment of the outstanding Tranche B Loans
(and to the simultaneous permanent reduction of the Total Tranche
B Commitment by an amount that is equal to the amount that is
applied to such prepayment of the Tranche B Loans), it being
understood and agreed that (A) 70% of the funds on deposit in the
segregated interest-bearing account referred to in subclause (z)
below shall be applied to the Tranche B Loans and the Total
Tranche B Commitment immediately following the deposit of such
funds in such account and (B) the remaining balance of the funds
on deposit in such account shall be so applied to the Tranche B
Loans and the Total Tranche B Commitment no later than 60 days
after the conclusion of the store closing sales permitted by this
subclause (iv) (other than, in each case, such amount, if any, the
entitlement to which may then be in dispute under the terms of the
Purchase and License Agreement dated March 4, 1997 between the
Borrower and Xxxxxx Xxxxxxxx Companies entered
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into in connection with such store closing sales, with the amount
thereof to which the Borrower is entitled to be paid over to the
Agent for such application promptly upon the resolution of such
dispute) and (z) all of the Section 6.12(iv) Proceeds shall,
promptly after receipt, be deposited with the Agent in a
segregated interest-bearing account and shall be maintained
therein until the application of such Section 6.12(iv) Proceeds in
accordance with the terms of the preceding subclause (y), it being
expressly agreed that the funds maintained in such segregated
interest-bearing account shall not be withdrawn or used for any
purpose except in accordance with this Section 6.12(iv)."
6. The Schedules to the Credit Agreement are hereby amended to
include new Schedule 6.12-I thereto in the form of Annex A hereto.
The Borrower, the Guarantors, the Agent and the Banks hereby
acknowledge that the Four-Store Amendment Letter Agreement dated February 21,
1997 did not become effective and shall be of no force or effect.
This Letter Agreement shall not become effective until the date on
which (i) this Letter Agreement shall have been executed by the Borrower, the
Guarantors and Banks constituting the Required Banks, and the Agent shall have
received evidence satisfactory to it of such execution and (ii) the Bankruptcy
Court shall have entered an order (in form and substance satisfactory to the
Agent) approving the payment on account of the principal of the Term Debt that
is contemplated herein.
This Letter Agreement shall be limited precisely as written and shall
not be deemed to be a consent granted pursuant to, or a waiver or modification
of, any other term or condition of the Credit Agreement or any of the
instruments or agreements referred to therein or to prejudice any right or
rights which the Agent or the Banks may now have or may have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein.
This Letter Agreement may be executed in any number of counterparts and
by the different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which when
taken together shall constitute but one and the same letter.
This Letter Agreement shall be construed in accordance with and
governed by the laws of the State of New York.
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If you are in agreement with the foregoing, kindly sign the enclosed
counterpart of this Letter Agreement and deliver such signed counterpart (by
telecopy and by overnight delivery) to the Agent.
Very truly yours,
THE CALDOR CORPORATION
By:___________________________
Title:
GUARANTORS:
CALDOR, INC.-CT
By:___________________________
Title:
CALDOR, INC.-NY
By:___________________________
Title:
CAL LEASING, INC.
By:___________________________
Title:
LACDOR REALTY CORP.
By:___________________________
Title:
CALFAX, INC.
By:___________________________
Title:
TRI-STATE ADVERTISING AGENCY, INC.
By:___________________________
Title:
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PREMIER SERVICE PROGRAMS, INC.
By:___________________________
Title:
CALDOR-SILVER SPRING, L.L.C.
By:___________________________
Title:
CAL SILVER SPRING, INC.
By:___________________________
Title:
AGREED AND ACCEPTED:
_______________________________
Name of Bank
By:____________________________
Title:
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ANNEX A to
Four Store Amendment
Letter Agreement
SCHEDULE 6.12-I
to
AMENDED AND RESTATED REVOLVING
CREDIT AND GUARANTY AGREEMENT
LIST OF STORES TO BE CLOSED
Store No. Store Location
59 000 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx
66 0000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxx Xxxxxx
163 0000 Xxxxx Xxxxxxxxx
Xxxxx, Xxx Xxxx
188 0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx
